MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

by and between ORACLE MINERALS, LLC and YOU the Individual accessing this portal

This Mutual Non-Disclosure and Confidentiality Agreement (the “Agreement”) is made by and between Oracle Minerals, LLC (“Oracle”), a Wisconsin limited liability company, and you the party accessing this portal (“TOPR”) an individual, (individually a “party” and collectively the “parties”), as of Friday, May 23, 2025 (the “Effective Date”).

RECITALS:

Whereas:

A. TOPR stands for “The Other Party Recipients”

B. The parties desire and intend to create a mutually beneficial business relationship wherein TOPR will provide the potential and or real investment and financing contacts for funding of the operation and, potential and or real end user customer contracts for purchase of industrial sand and Oracle will employ its contacts, knowledge, labor, inventiveness, time, and expertise into the purchase, permitting, development, and operation of these industrial sand facilities and provide the material to fulfill such contracts from such operations (the “Project”);

C. The Parties desire protection of their confidential client information, business practices, industry contacts, and other confidential and/or proprietary information to set the stage for the parties to enter into a real and tangible business opportunity to complete the Project; and

D. The parties are desirous of recording their understanding in writing and have agreed to enter into this Agreement.

Now, therefore, it is hereby agreed by and between the parties hereto, in consideration of the mutual covenants, terms and conditions hereinafter set forth, the sufficiency of which is hereby acknowledged, as follows:

1. CONFIDENTIAL INFORMATION. The parties hereby acknowledge that they have been or may be exposed to confidential or proprietary information of the other party. Any information that is disclosed orally or in writing or otherwise made available by any party (“Disclosing Party”) to the other party (“Receiving Party”) shall be deemed “Confidential Information” which includes but shall not necessarily be limited to: (a) the identities of and information about the parties’ clients, vendors, suppliers, distribution channels, industrial sand industry contacts, industrial sand industry consultants, or third-parties from which capital and property might be purchased or leased; (b) information about the parties’ finances, business practices, business plans, business opportunities, strategic plans, marketing plans, intellectual property, software, research, development, markets, inventions, processes, designs, drawings, engineering, or marketing; (c) trade secrets, as defined in section 134.90 of the Wisconsin Statutes, and (d) all other information whether written or oral, tangible or intangible, learned by the Parties as a result of its involvement in the Project.

2. DESIGNATION. Such Confidential Information, to the extent practical, shall be disclosed in documentary or tangible form, marked “confidential” or “proprietary”. In the case of disclosure in non-documentary form made orally or by visual inspection, the Disclosing Party shall have the right, or if requested by the Receiving Party, the obligation to confirm in writing, within thirty (30) days after the disclosure is made, the fact that such information is confidential and protected hereunder. The Parties shall have seven (7) days from the Effective Date to designate any disclosures already made between them prior to the Effective Date as Confidential Information.

3. CONFIDENTIALITY, NON-DISCLOSURE AND RESTRICTED USE. The parties hereby agree that the Receiving Party shall take reasonable measures to preserve the confidentiality of the Confidential Information to the same degree of care that it would use to protect its own Confidential Information. The parties agree that the Receiving Party shall use the Confidential Information only to the extent necessary to fulfill its obligations under any agreement entered into between the parties for the purposes of completing the Project. The parties further agree that the Receiving Party shall redisclose the Confidential Information to a third party only in connection with the Project and only upon the express written consent of the Disclosing Party who shall not reasonably withhold that consent so long as the Receiving Party reasonably justifies the disclosure to meet its obligations under the Project. In the event of any such redisclosure, the Receiving Party shall obtain a nondisclosure agreement, substantially similar to this agreement, from the third party to whom the Confidential Information is being redisclosed. Except as provided in this paragraph, the Receiving Party shall not use, commercialize or disclose such Confidential Information to any third person or entity at any time for any purpose which includes, but is not limited to, for the purpose of the development or any products or services for the benefit of the Receiving Party or any third-party. The prohibition on disclosure of Confidential Information shall not be affected by bankruptcy, receivership, assignment, attachment, or seizure procedures, whether initiated by or against the Receiving Party, nor by the rejection or, or refusal to, enter into any future binding agreement a between the parties, by a trustee of the Receiving Party in bankruptcy, or by the Receiving Party as debtor-in-possession or the equivalent of any of the foregoing under local law, except to the extent disclosure of any Confidential Information is compelled or required by an order of any court of competent jurisdiction.

4. EXCEPTIONS. The parties agree that this Agreement shall impose no obligations with respect to confidential information which: a) is now, or hereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available to the public; b) was acquired by the Receiving Party before receiving such information from the Disclosing Party and without restrict as to use or disclosure; c) is hereafter rightfully furnished to the Receiving Party by a third party, without restriction as to use or disclosure and so long as that the disclosing third party had no restrictions on the disclosing the information; d) is information which the Receiving Party can document was independently developed by the Receiving Party; e) is required to be disclosed pursuant to law, provided the Receiving Party uses reasonable efforts to give the Disclosing Party reasonable notice of such required disclosure so that the Disclosing Party may file an objection with the proper court or agency; and f) is disclosed to any third party so long as Disclosing Party gives its express written consent of disclosure to a clearly and specifically identified third party to the Receiving Party that is consistent with Section 3 above.

5. OWNERSHIP OF CONFIDENTIAL INFORMATION. All Confidential Information, and all material items delivered by the Disclosing Party to the Receiving Party, remains the property of the Disclosing Party and no license or other rights in the Confidential Information are grated to the Receiving Party by this Agreement or by the act of disclosure. No rights, obligations, representations or terms other than those expressly set forth herein are to be implied from this Agreement. In particular, without limitation and without the Disclosing Party’s prior and express written permission, no license is hereby granted directly or indirectly to the Receiving Party or its respective employees, agents, independent contractors, or consultants: (a) under any patent, trademark, trade secrets or copyrights; or (b) to use the other party’s name, trade names, trademarks, service marks, logos, designs for any purpose.

6. RETURN OF MATERIALS AND DOCUMENTS. Upon the written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party (or, at the request of the Disclosing Party, erase or destroy) all materials that contain or embody any Confidential Information belonging to the Disclosing Party, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof. Return or destruction of such Confidential Information shall not relieve the Receiving Party of its obligations of confidentiality. Upon the request of the Disclosing Party, the Receiving Party will certify that it has complied with the provisions of this section.

7. NON-CIRCUMVENTION. The parties understand and agree that, in connection with their obligations pursuant to the Project, one party may introduce the other party to certain third party contacts. However, the party making that introduction (the “Introducing Party”) retains ownership of that relationship and referral and the other party shall be prohibited from soliciting and/or circumventing the Introducing Party’s relationship and work with any third party introduced to the other party including but not limited to any natural person, corporation, limited liability company, government body, industrial sand producers and/or mining operations, industrial sand consultants, transportation providers, transportation consultants, and/or any other associates, clients, or third parties of which the parties learned about from the other party as a result in their involvement in the Project, insofar as the solicitation and/or circumvention with any such individual or entity would directly or indirectly involve the conducting, or any activity that assists another in the conducting, of business that is substantially similar to that of Oracle’s Business or TOPR’s Business, as defined above, and is considered to be in competition with Oracle or TOPR in their respective businesses. This non-circumvention provision may be waived only by the express written consent of the Introducing Party. This non-circumvention provision shall be in effect during the entirety of this Agreement and shall survive for a period of two (2) years after the termination of this Agreement.

8. NON-INTERFERENCE OF EMPLOYEE RELATIONSHIPS. The parties agree that they will not interfere with the other party’s relationships with its employees which includes but is not limited to a prohibition on soliciting for hire, hiring, or advising or assisting others with the opportunity to do the same, any employee of any other party, without the prior written consent of the other party. This provision shall remain in effect during the entirety of this Agreement and shall survive for a period of two (2) years after the termination of this Agreement.

9. UNAUTHORIZED DISCLOSURE. In the event of any unauthorized disclosure or use or other misappropriation of any Confidential Information by the Receiving Party (including its members, directors, officers, employees, agents, independent contractors, or consultants), the Receiving Party shall promptly notify the Disclosing Party and shall take all actions reasonably required or advisable to recover, or prevent the unauthorized use or disclosure or the further use or disclosure of such Confidential Information.

10. REMEDY FOR BREACH OF CONFIDENTIALITY. If the Receiving Party shall breach or threaten to breach any provision of this Agreement, the Disclosing Party, in addition to any other remedies it may have at law or in equity, shall be entitled to an injunction or other similar remedy to specifically enforce this Agreement. The parties recognize that money damages alone may be an inadequate remedy to redress any actual or threatened violation of any provision of this Agreement. Any breach of this Agreement by one party shall also entitle the other party, in its discretion, to immediately halt any actions in connection with the Project, subject to any obligations that may be imposed on the parties in any other Agreement hereinafter executed. In the event a party is forced to bring legal action to enforce its rights or remedies under this Agreement, and is the prevailing party in that action, then the party bringing such action shall be reimbursed from the other party for its court costs and actual reasonable attorney fees incurred in such legal action.

11. SURVIVAL. Both parties agree that the covenants and promises set forth in this Agreement will survive the termination of the Project and this Agreement as well as any other agreements between the parties that may be executed in the future in order to fulfil the parties’ respective obligations pursuant to the Project, unless specifically superseded thereby or unless waived or modified in a writing signed by both parties hereto.

12. TERMINATION. This Agreement shall survive and remain in effect until expressly terminated in writing and signed by all parties, or until two (2) years from the Effective Date, whichever comes first. However, the obligations of confidentiality shall survive the termination of this Agreement pursuant to the terms as stated in Section 11.

13. GOVERNING LAW AND VENUE. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin without giving effect to the conflicts of law principals thereof. The parties agree the exclusive place of jurisdiction and venue for any action, suit, or proceeding arising under or in connection with this Agreement shall be the local or federal courts in Dane County, Wisconsin.

14. EMPLOYEES OF RECEIVING PARTY. Notwithstanding Section 3 above, the Receiving Party shall limit its internal redisclosure of Confidential Information to only those employees, agents, independent contractors, and consultants who have a need to know the Confidential Information for the completion of the Project. The parties agree that any Receiving Party’s employees, agents, independent contractors, or consultants who are allowed access to any of the Disclosing Party’s Confidential Information, will be informed and agree to sign that they agree to follow the terms of this agreement.